Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) In the event that the Purchaser submits an indication of interest of less than the number of Public Units of the Company listed on Schedule A hereto (which does not include additional amounts in the event of the exercise of any over-allotment option) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the number of shares in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to the Sponsor any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of Offering” (as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amount. (b) The parties hereto hereby agree that the number of Founder Shares allocated to Purchaser shall not be subject to forfeitures, surrenders, transfers, disposals, exchanges, claw-backs, concessions or earn-outs for any reason, including as part of negotiating a Business Combination. (c) The parties hereto acknowledge that in the event the Purchaser or its affiliates do not submit the Minimum Purchaser IPO Order, the Sponsor and the Company’s only remedy with respect thereto shall be the forfeiture of the Purchaser’s Founder Shares.

Potential Forfeiture. (a) In the event The Purchaser agrees that the Purchaser submits an indication of interest of less than the number of Public Units of the Company listed on Schedule A hereto (which does not include additional amounts if, in the event of the exercise of any over-allotment option) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment optionorder to facilitate a Business Combination, the lesser of Sponsor decides (i) Units with an aggregate public offering price equal to forfeit, transfer to a third person, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the number terms of shares in all or any portion of the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, and Founder Shares or (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges and agrees that it (or, if applicable, it and enter into any transferees of Securities) shall forfeit back to the Sponsor any and all rights other arrangements with respect to the Founder Shares. HoweverShares (including, should without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser be allocated less than and the Minimum Purchaser IPO Order Amount not including Sponsor based on the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation relative number of Founder Shares shall not to be reduced. Furthermorepurchased or held by each on the Business Combination Closing; provided, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall however that in no event be obligated to do so without first having shall such Change in Investment result in a reduction of more than 20% of the opportunity to purchase additional Founder Shares in an amount proportional to any increase in be purchased by the Purchaser’s order at . The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment on the same price per Founder Share terms as detailed on Schedule A attached hereto. Notwithstanding anything else herein applicable to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of Offering” (as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amountSponsor. (b) The parties hereto hereby agree that If, in connection with the expiration or termination of the Over-allotment Option, the Sponsor forfeits any Founder Shares to the Company for cancellation, then the number of Founder Shares allocated to Purchaser shall not be subject to forfeitures, surrenders, transfers, disposals, exchanges, claw-backs, concessions or earn-outs for any reason, including as part of negotiating a Business Combination. (c) The parties hereto acknowledge that in the event the Purchaser or its affiliates do not submit is obligated to purchase pursuant to this Agreement shall be reduced on that same basis (such that if no portion of the Minimum Purchaser IPO OrderOver-allotment Option is exercised, the Sponsor and number of Founder Shares the Company’s only remedy with respect thereto Purchaser is obligated to purchase pursuant to this Agreement shall be reduced by an amount equal to [_____] Founder Shares, and if the forfeiture Over-allotment Option is exercised in part, the number of Founder Shares the Purchaser is obligated to purchase pursuant to the Agreement shall be reduced on a pro rata basis thereof, based on the portion of the Purchaser’s Founder SharesOver-allotment Option that is not exercised as a percentage of the total number of Public Units issuable upon exercise of the Over-allotment Option).

Potential Forfeiture. (a) In If on either (i) on the event date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then the Purchaser shall automatically surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser submits an indication shall not be obligated to surrender to the Company any Founder Shares to the extent that the remaining number of interest of Founder Shares held by the Purchaser would be less than 30% of the Founders Shares held by the Purchaser immediately prior to the Determination Date, the pro rata number being calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture Threshold. For the avoidance of doubt, in calculating the number of Public Units Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect any transfer contemplated hereby on behalf of the Company listed on Schedule A hereto Purchaser, which power of attorney shall be deemed to be coupled with an interest. (which does not include additional amounts in the event of the exercise of any over-allotment optionb) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater thanAs used herein, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the “Forfeiture Threshold” shall initially mean [•] shares of Class A Common Stock; provided, that if the right provided for in Section 5(g) below is exercised, the “Forfeiture Threshold” shall mean [•]shares of Class A Common Stock; provided, further, that if the actual number of shares Public Units offered and sold in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00is less than 20,000,000, then the Forfeiture Threshold shall be automatically reduced on a pro rata basis, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to the Sponsor any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of OfferingShortfall Shares” (as specified on Schedule A attached hereto) of shall mean the Public Units being offered in amount by which the IPO, without regard for Forfeiture Threshold exceeds the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amount. (b) The parties hereto hereby agree that the number of Founder Shares allocated to Purchaser shall not be subject to forfeitures, surrenders, transfers, disposals, exchanges, claw-backs, concessions or earn-outs for any reason, including as part of negotiating a Business Combination. (c) The parties hereto acknowledge that in the event the Purchaser or its affiliates do not submit the Minimum Purchaser IPO Order, the Sponsor and the Company’s only remedy with respect thereto shall be the forfeiture of the Purchaser’s Founder Determination Date Shares.

Potential Forfeiture. (a) In If, at any time after the event IPO Closing and prior to the scheduled closing of the Business Combination, (i) Purchaser and its affiliates do not beneficially own or hold, directly or indirectly, at least 15% of the Public Shares that were outstanding as of immediately following the IPO Closing (the “Forfeiture Threshold”), (ii) Purchaser submits an indication redeems all or a portion of interest of its Public Shares in connection with the Business Combination that results in Purchaser and its affiliates collectively owning less than the number of Public Units Forfeiture Threshold or (iii) Purchaser votes against the approval of the Company listed on Schedule A hereto (which does not include additional amounts in the event Business Combination, then Purchaser shall forfeit all of the exercise of any over-allotment option) (the “Minimum Founder Shares purchased by Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the number of shares in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges under this Agreement and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to transfer such Founder Shares to the Sponsor any and all rights to in exchange for the portion of the Initial Founder Share Purchase Price paid by Purchaser for such Founder Shares. However, should Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Purchaser be allocated less than Sponsor to effectuate the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of Offering” (as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amountforegoing. (b) The parties hereto hereby agree Purchaser agrees that if, in order to facilitate a Business Combination, the Sponsor decides to forfeit, transfer to a third person unaffiliated with the Sponsor or its members, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Founder Shares”), such Change in Founder Shares shall apply pro rata to all holders of Class B Shares based on the relative number of Founder Shares allocated held by each such holder on the Business Combination Closing. Purchaser agrees to Purchaser shall not take all steps and execute all such agreements as may be subject necessary or reasonably requested by the Sponsor to forfeitures, surrenders, transfers, disposals, exchanges, claw-backs, concessions or earn-outs for any reason, including as part of negotiating a Business Combinationeffectuate such Change in Founder Shares. (c) The parties hereto acknowledge Purchaser agrees that if, in the event the Purchaser or its affiliates do not submit the Minimum Purchaser IPO Orderorder to facilitate a Business Combination, the Sponsor decides to forfeit, transfer to a third person unaffiliated with the Sponsor or its members, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Private Placement Warrants or to enter into any other arrangements with respect to the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Private Placement Warrants (each, a “Change in Warrants”), such Change in Warrants shall apply pro rata to Purchaser and the Company’s only remedy with respect thereto shall Sponsor based on the relative number of Private Placement Warrants held by each party on the Business Combination Closing. Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the forfeiture of the Purchaser’s Founder SharesSponsor to effectuate such Change in Warrants.

Potential Forfeiture. (a) In the event that If the Purchaser submits an indication of interest of less than the number of Public Units does not purchase at least 9.99% of the Public Shares sold by the Company listed on Schedule A hereto (which does not include additional amounts in the event IPO (excluding any Public Shares sold to the underwriter upon any exercise by the underwriters of the exercise of any over-allotment option) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of and all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater than, without regard for any Public Units sold as part of the exercise of an over-allotment option100,000 Private Placement Warrants being subscribed for pursuant to this Agreement, the lesser of (i) Units with an aggregate public offering price equal to the number of shares in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), then the Purchaser acknowledges shall automatically forfeit its right to purchase any of the Founder Shares from the Company pursuant to this Agreement and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to the Sponsor all right, title or interest in, any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of Offering” (as specified on Schedule A attached hereto) of the Public Units being offered in the IPO, without regard for the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amount. (b) The parties hereto hereby agree Purchaser’s right to purchase additional Founder Shares pursuant to Section 1(a)(ii)(B) above is subject to the following limitations (collectively, the “Ownership Reduction”): (i) if the Purchaser does not enter into a binding commitment to purchase at least $25,000,000 Class A Ordinary Shares (or equivalent securities of the target of the Business Combination or the successor registrant of the Company) in a private placement financing that will close concurrently with Business Combination Closing, the number of Founder Shares allocated to that Purchaser shall not be subject entitled to forfeiturespurchase pursuant to Section 1(a)(ii)(B) shall be reduced up to 125,000 Founder Shares on a pro rata basis. By way of example and without limiting the foregoing, surrendersin the event the Purchaser enters into a binding commitment to purchase Class A Ordinary shares (or equivalent securities of the target of the Business Combination or the successor registrant of the Company) in a private placement financing that will close concurrently with the Business Combination Closing for an aggregate purchase price of $12,500,000, transfersthe Purchaser shall forfeit its right to purchase 62,500 Founder Shares, disposalsand would only have the right to purchase 62,500 Founders Shares; and 4 (ii) if immediately following the Business Combination Closing, exchanges(1) the Purchaser owns less than 100% but more than 50% of the 9.99% of the Public Shares sold by the Company in the IPO (including any Public Shares sold to the underwriter upon any exercise by the underwriters of the over-allotment option), clawthen the Purchaser will forfeit up to 50,000 Founder Shares, on a pro rata basis (based on such percentage between 100% and 50%), or (2) the Purchaser owns less than 50% of the 9.99% of the Public Shares sold by the Company in the IPO (including any Public Shares sold to the underwriter upon any exercise by the underwriters of the over-backsallotment option), concessions or earn-outs then the Purchaser will forfeit 50,000 Founder Shares, plus up to 75,000 Founder Shares, on a pro rata basis (based on such percentage between 50% and 0%). By way of example and without limiting the foregoing, (A) with respect to Section 2(b)(ii)(1) in the event that immediately following the Business Combination Closing the Purchaser owns 75% of the 9.99% of the Public Shares sold by the Company in the IPO, the Purchaser shall forfeit 25,000 Founder Shares, and (B) with respect to Section 2(b)(ii)(2) in the event that immediately following the Business Combination Closing the Purchaser owns 25% of the 9.99% of the Public Shares sold by the Company in the IPO, the Purchaser shall forfeit its right to purchase 50,000 Founder Shares plus 37,500 Founder Shares (50% of the additional 75,000 Founder Shares), for any reason, including as part a total forfeiture of negotiating a Business Combination87,500 Founder Shares. (c) The parties hereto acknowledge Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination (each, a “Founder Shares Change in Investment”), such Founder Shares Change in Investment shall apply pro rata to the Purchaser (the “Founder Shares Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares to be held by each (including any Founder Shares reissued to the Sponsor pursuant to and in accordance with Section 2(d) and 2(g)). The foregoing Founder Shares Change in Investment Reduction shall be applied to cause Purchaser to forfeit or transfer the Founder Shares that Purchaser previously purchased pursuant to Section 1(a)(ii)(A). (d) The Purchaser agrees that if, by reason of an Ownership Reduction or a Founder Shares Change in Investment Reduction, it has forfeited Founder Shares or the right to purchase Founder Shares, effective on the Business Combination Closing, the Purchaser shall forfeit such applicable Founder Shares and rights to purchase Founder Shares to the Company, which number of Founder Shares shall be reissued by the Company to the Sponsor; provided that the Purchaser shall not be required to forfeit more than 125,000 of the Founder Shares purchased pursuant to Section 1(a)(ii)(A) (such that the Purchaser shall in all circumstances be allowed to retain 50,000 Founder Shares purchased pursuant to Section 1(a)(ii)(A) (the “Minimum Share Amount”)). By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares are forfeited or transferred by the Sponsor as part of the Business Combination, the Purchaser is in such case to hold only up to 150,000 Founder Shares (reduced from 300,000 Founder Shares). Such reduction of 150,000 Founder Shares from 300,000 Founder Shares shall be first applied to cause Purchaser to forfeit or its affiliates do transfer 125,000 of the Founder Shares that Purchaser previously purchased pursuant to Section 1(a)(ii)(A), and the 25,000 balance of such potential reduction shall not submit the Minimum apply. (e) The Purchaser IPO Orderfurther agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Private Placement Warrants or to enter into any other arrangements with respect to the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in the Private Placement Warrants) to facilitate the consummation of such Business Combination (each, a “Private Placement Warrants Change in Investment”), such Private Placement Warrants Change in Investment shall apply pro rata to Purchaser (the “Private Placement Warrants Change in Investment Reduction”) and the CompanySponsor based on the relative number of Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s only remedy with respect thereto Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall be forfeit or transfer 50% of its Private Placement Warrants on substantially the forfeiture same terms and conditions as the Sponsor, in which case the Private Placement Warrants Change in Investment Reduction shall equal 50%. (f) Solely by way of example to illustrate the provisions of Section 2, in the event (i) the Ownership Reduction is 50% and (ii) the Sponsor forfeited or transferred 50% of its Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination so the Founder Shares Change in Investment Reduction is also 50%, then by reason of the Founder Shares Change in Investment Reduction the Purchaser’s potential 300,000 Founder Shares shall first be subject to a 50% reduction of 150,000 Founder Shares that shall be first applied to cause the Purchaser to forfeit 125,000 of the 175,000 Founder Shares the Purchaser previously purchased pursuant to Section 1(a)(ii)(A) (reducing such amount to 50,000, as not less than 50,000) and then, then, by reason of the 50% Ownership Reduction, the Purchaser shall be required to forfeit 62,500 out of its remaining 125,000 Founder Shares, with the Purchaser retaining the residual 62,500 of the Founder Shares purchased pursuant to Section 1(a)(ii)(B) (accordingly, the Purchaser retains a total of 112,500 Founder Shares). In addition, the Private Placement Warrants Change in Investment Reduction is 50%, so the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants. For the avoidance of doubt, in all situations the Purchaser shall not be required to forfeit and shall have the right to retain, from the Founder Shares purchased pursuant to Section 1(a)(ii), the Minimum Share Amount. (g) The Company hereby agrees to reissue to the Sponsor, at the Purchase Price, a number of Founder shares equal to any Founder Shares or rights to purchase Founder Shares forfeited by the Purchaser, and the Sponsor hereby retains such right as a condition to and as consideration in connection with its Cancellation. In addition, in connection with any concurrent forfeitures and sales of Founder Shares by and to the Purchaser under this Agreement, the Cancellation provisions under Section 1(a)(ii)(D) and the reissuance provisions of this Section 2(g) shall be netted against each other, with only the net effect on such Founder Shares applicable to the Sponsor.

Potential Forfeiture. (a) In If on either (i) the event date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares), provided that the Purchaser submits an indication shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of interest of Founder Shares held by the Purchaser would be less than 86,625 (or 99,619 if the Over-allotment Option is exercised in full), the pro rata number being calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below) and the denominator is the Forfeiture Threshold. For the avoidance of doubt, in calculating the number of Public Units Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect any transfer contemplated hereby on behalf of the Company listed on Schedule A hereto Purchaser, which power of attorney shall be deemed to be coupled with an interest. (which does not include additional amounts in the event of the exercise of any over-allotment optionb) (the “Minimum Purchaser IPO Order Amount”) (provided that the aggregate of all Purchasers’ Minimum Purchaser IPO Order Amount shall not be greater thanAs used herein, without regard for any Public Units sold as part of the exercise of an over-allotment option, the lesser of (i) Units with an aggregate public offering price equal to the “Forfeiture Threshold” shall initially mean 1,732,500 shares of Class A Common Stock; provided, that if the actual number of shares Public Units offered and sold in the Minimum Purchaser IPO Order Amount for all Purchasers multiplied by $10.00is less than 17,500,000, then the Forfeiture Threshold shall be automatically reduced on a pro rata basis, and (ii) Minimum Purchaser IPO Order Amount for all Purchasers), or fails to pay for the Public Units allocated to Purchaser (provided that such allocation shall not exceed the Minimum Purchaser IPO Order Amount for all Purchasers), the Purchaser acknowledges and agrees that it (or, if applicable, it and any transferees of Securities) shall forfeit back to the Sponsor any and all rights to the Founder Shares. However, should the Purchaser be allocated less than the Minimum Purchaser IPO Order Amount not including the exercise of any over-allotment option, or should the underwriters fail to exercise the over-allotment option, the allocation of Founder Shares shall not be reduced. Furthermore, the Purchaser may, in its sole discretion purchase more than the Minimum Purchaser IPO Order Amount but shall in no event be obligated to do so without first having the opportunity to purchase additional Founder Shares in an amount proportional to any increase in the Purchaser’s order at the same price per Founder Share as detailed on Schedule A attached hereto. Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the Minimum IPO Purchase Order Amount for all Purchasers shall not exceed the “Percent of OfferingShortfall Shares” (as specified on Schedule A attached hereto) of shall mean the Public Units being offered in amount by which the IPO, without regard for Forfeiture Threshold exceeds the exercise of any over-allotment option, and to the extent of any such excess, the Minimum IPO Purchase Order Amount under this Agreement shall be deemed to be reduced to such Percent of Offering amount. (b) The parties hereto hereby agree that the number of Founder Shares allocated to Purchaser shall not be subject to forfeitures, surrenders, transfers, disposals, exchanges, claw-backs, concessions or earn-outs for any reason, including as part of negotiating a Business Combination. (c) The parties hereto acknowledge that in the event the Purchaser or its affiliates do not submit the Minimum Purchaser IPO Order, the Sponsor and the Company’s only remedy with respect thereto shall be the forfeiture of the Purchaser’s Founder Determination Date Shares.